Filed pursuant to Rule 424(b)(3)
File Number 333-131092
PROSPECTUS SUPPLEMENT
(To Prospectus Dated January 18, 2006)
CBL & Associates Properties, Inc.
EXPLANATORY NOTE
This Prospectus Supplement is being filed solely for the purpose of
updating the "Calculation of Registration Fee" table contained on the cover page
of the registration statement (File No. 333-131092) filed by CBL & Associates
Properties, Inc. with the Securities and Exchange Commission on January 18,
2006, by correcting an error in Footnote (6) to the original table.
CALCULATION OF REGISTRATION FEE
Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class of to Be Offering Price Aggregate Registration Fee
Securities to Be Registered Registered Per Security (1) Offering Price (6)
Preferred Stock (par value $.01 per share)(2)
Common Stock (par value $.01 per share)(3)
Depositary Shares, representing Preferred Stock
(par value $.01 per share)(4)
Common Stock Warrants Units (5)
(1) An indeterminate aggregate offering price or number of each identified
class is being registered as may from time to time be at indeterminate
prices. Separate consideration may or may not be received for securities
that are issuable on exercise, conversion or exchange of other securities
or that are issued in units or represented by depositary shares. In
accordance with Rules 456(b) and 457(r), the Registrant is deferring
payment of all of the registration fee, except as set forth in note (6)
below with respect to fees carried over from the Registrant's prior
Registration Statement on Form S-3 (File No. 333-104882).
(2) There is being registered hereunder an indeterminate number of shares of
Preferred Stock as may be sold from time to time by the Registrant.
(3) There is being registered hereunder an indeterminate number of shares of
Common Stock as may be sold from time to time by the Registrant, as well as
an indeterminate number of shares of Common Stock that may be offered and
sold from time to time for the account of persons other than the
Registrant. There are also being registered hereunder an indeterminate
number of shares of Common Stock as shall be issuable upon exercise of
Common Stock Warrants or conversion of Preferred Stock registered
hereunder.
(4) To be represented by Depositary Receipts representing an interest in
Preferred Stock.
(5) There is being registered an indeterminate amount and number of Units to be
issued under a unit agreement, representing an interest in two or more
securities, which may or may not be separable from one another.
(6) Pursuant to Rule 457(p) under the Securities Act of 1933, any registration
fee due in connection with securities offered or to be offered pursuant to
this registration statement is offset by the unused registration fees in
the amount of $22,004.80 paid in connection with the registration of
$272,000,000 of securities by CBL & Associates Properties, Inc. pursuant to
the Registrant's prior Registration Statement on Form S-3 (File No.
333-104882) filed on May 1, 2003.
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The date of this Prospectus Supplement is June 14, 2006.